The Board of Directors and Management of the Company are committed to maintaining a high standard of corporate governance. The Board has responsibility for the overall stewardship of the Company and discharges such responsibility by reviewing, discussing and approving the Company's strategic planning and organizational structure and supervising management with a view to preserving and enhancing the underlying value of the Company. Management of the business within this process and structure is the responsibility of the Chief Executive Officer and senior management.

The Board has adopted guidelines to assist it in meeting its corporate governance responsibilities. The role of the Board, the Chief Executive Officer, the Chairman, Lead Director and the individual committees are clearly delineated. Together with the Chairman, Lead Director and the Corporate Governance Committee, the Board assesses its processes and practices regularly to ensure its governance objectives are met.

COMPOSITION OF THE BOARD OF DIRECTORS

The Board is comprised of experienced directors with a diversity of relevant skills and competencies. The Board of Directors has assessed each of the Company's 10 non-management directors to be independent. These 10 directors are also considered independent under the relevant securities regulations.

A more comprehensive analysis of the Company's approach to corporate governance matters is included in the Management Proxy Circular for the April 24, 2008 annual meeting of shareholders.

Purdy Crawford O.C.
Counsel, Osler, Hoskin & Harcourt (Law firm)
Mr. Crawford, 76, is a director of several Canadian companies. Until February 2000, he was the non-Executive Chairman of Imasco Limited and CT Financial Services. Mr. Crawford is a Companion of the Order of Canada and a member of the Canadian Business Hall of Fame.
Director since: 1995

Jeffrey Gandz
Professor, Managing Director, Program Design, Richard Ivey School of Business, University of Western Ontario
Dr. Gandz, 63, has been a consultant for many Canadian and multinational corporations and government ministries, and is the author of several books, many articles and government reports on a variety of subjects, including leadership and organizational effectiveness.
Director since: 1999

James F. Hankinson
President and Chief Executive Officer, Ontario Power Generation (Electric generation company)
Mr. Hankinson, 64, is a director of several Canadian companies. Mr. Hankinson retired as President and Chief Executive Officer of New Brunswick Power Corporation in 2002. He was President and Chief Operating Officer of Canadian Pacific Limited until 1995.
Director since: 1995

Robert W. Hiller
Corporate Director
Mr. Hiller, 71, has served as a director and senior officer of a number of large multinational food companies in the United States and in Canada. Until 1991, he was Senior Vice-President and Chief Financial Officer of the Campbell Soup Company Limited.
Director since: 1995

Chaviva M. Hosek
President and Chief Executive Officer, The Canadian Institute for Advanced Research (Research Institute)
Dr. Hosek, 61, received her Ph.D. from Harvard University in 1973. She was Director of Policy and Research from 1993 to 2000 in the Prime Minister's Office. Her career has included a term as Minister of Housing for the Province of Ontario and a 13-year period as an academic at the University of Toronto. Dr. Hosek serves as a director of the Central European University and AllerGen NCE.
Director since: 2002